| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | APRN | Class A Common Stock | Purchase | $20M | +1.67M | $12.00 | 1.67M | Apr 29, 2022 | By Long Live Bruce, LLC | F1, F2, F7 | |
| transaction | APRN | Class A Common Stock | Purchase | $56.5M | +10M | $5.65 | 10M | Sep 7, 2022 | By Remember Bruce, LLC | F1, F2, F3, F4, F5, F8 | |
| holding | APRN | Class A Common Stock | 6.72M | Apr 29, 2022 | By RJB Partners LLC | F6 | |||||
| holding | APRN | Class A Common Stock | 214K | Apr 29, 2022 | Direct | ||||||
| holding | APRN | Class A Common Stock | 1.25K | Apr 29, 2022 | By Aspiration Growth Opportunities II GP, LLC | F9 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | APRN | Warrant (right to buy) | Other | $0 | +1 | $0.00 | 1 | Apr 29, 2022 | Class A Common Stock | 200K | $15.00 | By RJB Partners LLC | F10 | |
| holding | APRN | Warrant (right to buy) | 1 | Apr 29, 2022 | Class A Common Stock | 85.7K | $15.00 | By RJB Partners LLC | F10 |
| Id | Content |
|---|---|
| F1 | In connection with the closing of the acquisitions of securities contemplated by that certain purchase agreement, dated as of April 29, 2022 (the "Purchase Agreement"), RJB Partners LLC ("RJB Partners"), of which Mr. Joseph N. Sanberg is managing member, agreed to purchase from the Issuer, for an aggregate purchase price of $40 million, 3,333,333 shares of Class A common stock, 1,666,666 of which shares (the "Initial Shares") were acquired on April 29, 2022 in connection with the closing of the initial acquisition of securities contemplated by the Purchase Agreement and the remaining 1,666,667 of such shares (the "Subsequent Shares") will be acquired by RJB Partners on May 30, 2022 (or such other date as mutually agreed by RJB Partners and the Issuer), subject to customary closing conditions. |
| F2 | (Continued from footnote 1) On April 29, 2022, RJB Partners assigned to Long Live Bruce, LLC, an entity owned indirectly by Mr. Joseph N. Sanberg, as the managing member of Long Live Bruce, its right to acquire the Initial Shares to Long Live Bruce and Long Live Bruce assumed RJB Partners' obligations in respect of the Initial Shares, including the payment of the purchase price thereof. |
| F3 | On August 7, 2022, RJB Partners, of which Mr. Sanberg is managing member, and the Issuer entered into an amendment to the Purchase Agreement (the "Purchase Agreement Amendment") pursuant to which RJB Partners agreed to purchase from the Issuer on August 31, 2022 (or such other earlier date as mutually agreed between RJB Partners and the Issuer) (such date, the "Subsequent Closing") (i) the Subsequent Shares at a price of $5.00 per share instead of $12.00 per share and (ii) an additional 8,333,333 shares of Class A Common Stock at a price of $5.00 per share (the "Additional Subsequent Shares"). |
| F4 | On September 7, 2022, RJB Partners, of which Mr. Sanberg is managing member, and the Issuer entered into a second amendment to the Purchase Agreement (the "Second Purchase Agreement Amendment" and together with the Purchase Agreement Amendment, the "Purchase Agreement Amendments") pursuant to which RJB Partners and the Issuer mutually agreed to (i) extend the Subsequent Closing to September 30, 2022 (or such other earlier date as mutually agreed between RJB Partners and the Issuer) and (ii) increase the price per share of Class A Common Stock to be acquired by RJB Partners on September 30, 2022 from $5.00 to $5.65. As a result, RJB Partners or its assignees have purchased or will purchase pursuant to the Purchase Agreement (as amended by the Purchase Agreement Amendments), an aggregate of 11,666,666 shares of Class A Common Stock for $75,000,000. |
| F5 | (Continued from footnote 4) On September 7, 2022, RJB Partners assigned to Remember Bruce, LLC ("Remember Bruce"), an entity owned indirectly by Mr. Joseph N. Sanberg, as the managing member of Remember Bruce, its right to acquire the Subsequent Shares and Additional Subsequent Shares to Remember Bruce and Remember Bruce assumed RJB Partners' obligations in respect of the Subsequent Shares and Additional Subsequent Shares, including the payment of the purchase price thereof. |
| F6 | These securities are owned directly by RJB Partners, a 10% owner of the Issuer, and owned indirectly by Mr. Joseph N. Sanberg, as the managing member of RJB Partners. Mr. Joseph N. Sanberg disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all the reported securities for purposes of Section 16 or for any other purpose. |
| F7 | These securities are owned directly by Long Live Bruce, LLC ("Long Live Bruce"), and owned indirectly by Mr. Joseph N. Sanberg, as the managing member of Long Live Bruce. Mr. Joseph N. Sanberg disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all the reported securities for purposes of Section 16 or for any other purpose. |
| F8 | These securities are owned directly by Remember Bruce, and owned indirectly by Mr. Joseph N. Sanberg, as the managing member of Remember Bruce. Mr. Joseph N. Sanberg disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all the reported securities for purposes of Section 16 or for any other purpose. |
| F9 | These securities are owned directly by Aspiration Growth Opportunities II GP, LLC ("AGO II"), and owned indirectly by Mr. Joseph N. Sanberg, as the managing member of AGO II. Mr. Joseph N. Sanberg disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all the reported securities for purposes of Section 16 or for any other purpose. |
| F10 | In connection with the transactions contemplated by the Purchase Agreement, RJB Partners transferred warrants exercisable for an aggregate 200,000 shares of Class A common stock of the Issuer at an exercise price of $15 per share (the "$15 Warrants") to Metropolitan Partners Fund VI, LP, Metropolitan Partners Fund VI, LP and Metropolitan Levered Partners Fund VII, LP. As a result of the transfer of the $15 Warrants described in the foregoing sentence, RJB Partners owns $15 Warrants exercisable for an aggregate of 85,714 shares of Class A common stock, which number is subject to adjustment in certain circumstances in accordance with the terms of the $15 Warrants. |